EXHIBIT 99.2
TELESCAN, INC.
2000 STOCK OPTION PLAN
1. PURPOSE. The purpose of this Stock Option Plan ("the Plan") is to
further the interest of the Company, its subsidiaries and its stockholders by
providing incentives in the form of stock options to key employees and directors
who contribute materially to the success and profitability of the Company. The
grants will recognize and reward outstanding individual performances and
contributions and will give such persons a proprietary interest in the Company,
thus enhancing their personal interest in the Company's continued success and
progress. This Plan will also assist the Company and its subsidiaries in
attracting and retaining key employees and directors. The options granted under
this Plan may be either Incentive Stock Options, as that term is defined in
Section 422 of the Internal Revenue Code of 1986, as amended, or nonstatutory
options taxed under Section 83 of the Internal Revenue Code of 1986, as amended.
2. DEFINITIONS. The following definitions shall apply to this Plan:
(a) "Board" means the board of directors of the Company.
(b) "Change of Control" means the happening of any of the following
events:
(i) The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act
(a "Person"), of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 50% or more of
either (A) the then outstanding shares of Common Stock of the
Company or (B) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in
the election of directors; provided, however, that the following
acquisitions shall not constitute a Change of Control: (I) any
acquisition directly from the Company (excluding an acquisition
by virtue of the exercise of a conversion privilege), (II) any
acquisition by the Company, or (III) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained
by the Company or any corporation controlled by the Company; or
(ii) Individuals who, as of the effective date hereof, constitute
the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however,
that any individual becoming a director subsequent to the
effective date of the Plan whose election, or nomination for
election by the Company's stockholders, was approved by a vote of
at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office
occurs as a result of either an actual or threatened election
contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or other actual or
<PAGE>
threatened solicitation of proxies or consents by or on behalf of
a Person other than the Board; or
(iii) Approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company or the sale or other
disposition of all or substantially all of the assets of the
Company.
(c) "Code" means the Internal Revenue Code of 1986, as amended.
(d) "Committee" means the Compensation Committee of the Board which
shall consist of two or more directors of the Company appointed by the Board.
(e) "Common Stock" means the Common Stock, par value $0.01 per share,
of the Company or such other class of share or securities as to which the Plan
may be applicable, pursuant to Section 13 herein.
(f) "Company" means Telescan, Inc., a Delaware corporation.
(g) "Continuous Service" means the absence of any interruption or
termination of employment with or service to the Company or any parent or
subsidiary of the Company that now exists or hereafter is organized or acquired
by or acquires the Company. Continuous Service shall not be considered
interrupted in the case of sick leave, military leave, or any other leave of
absence approved by the Company or in the case of transfers between locations of
the Company or between the Company, its parent, its subsidiaries or its
successors.
(h) "Date of Grant" means the date on which the Committee grants an
Option.
(i) "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.
(j) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(k) "Employee" means any person employed on an hourly or salaried
basis by the Company or any parent or subsidiary of the Company that now exists
or hereafter is organized or acquired by or acquires the Company.
(l) "Fair Market Value" means (i) if the Common Stock is not listed
or admitted to trade on a national securities exchange and if bid and ask prices
for the Common Stock are not furnished through NASDAQ or a similar organization,
the value established by the Committee, in its sole discretion, for purposes of
the Plan; (ii) if the Common Stock is listed or admitted to trade on a national
securities exchange or a national market system, the closing price of the Common
Stock, as published in the WALL STREET JOURNAL, so listed or admitted to trade
on such day or, if there is no trading of the Common Stock on such date, then
the closing price of the Common Stock on the next preceding date on which there
was trading in such shares; or (iii) if the Common Stock is not listed or
admitted to trade on a national securities exchange or a national market system,
the mean between the bid and ask price for the Common Stock on such
99.2-2
<PAGE>
date, as furnished by the National Association of Securities Dealers, Inc.
through NASDAQ or a similar organization if NASDAQ is no longer reporting such
information.
(m) "Incentive Stock Option" means a stock option, granted pursuant
to either this Plan or any other plan of the Company, that satisfies the
requirements of Section 422 of the Code and that entitles the Optionee to
purchase stock of the Company or in a corporation that at the time of grant of
the option was a parent or subsidiary of the Company or a predecessor
corporation of any such corporation.
(n) "Non-Employee Director" means any member of the Board who is not
an Employee.
(o) "Nonstatutory Option" shall have the meaning as used in Section 9
herein.
(p) "Option" means a stock option granted pursuant to the Plan.
(q) "Option Period" means the period beginning on the Date of Grant
and ending on the day prior to the tenth anniversary of the Date of Grant or
such shorter termination date as set by the Committee.
(r) "Optionee" means an Employee or Non-Employee Director who
receives an Option.
(s) "Outside Director" means a member of the Board serving on the
Committee who satisfies the requirements of Section 162(m) of the Code.
(t) "Parent" means any corporation which owns 50% or more of the
voting securities of the Company.
(u) "Plan" means this 2000 Stock Option Plan.
(v) "Share" means the Common Stock, as adjusted in accordance with
Section 13 of the Plan.
(w) "Subsidiary" means any corporation 50% or more of the voting
securities of which are owned directly or indirectly by the Company at any time
during the existence of this Plan.
3. ADMINISTRATION. This Plan will be administered by the Committee. Each
member of the Committee must be an Outside Director. A majority of the full
Committee constitutes a quorum for purposes of administering the Plan, and all
determinations of the Committee shall be made by a majority of the members
present at a meeting at which a quorum is present or by the unanimous, written
consent of the Committee.
The Committee has the exclusive power to select the Employee
participants and Non-Employee Director participants in this Plan, to establish
the terms of the Options granted to
99.2-3
<PAGE>
each Employee participant or Non-Employee Director participant, and to make all
other determinations necessary or advisable under the Plan. The Committee has
the sole and absolute discretion to determine whether the performance of an
eligible Employee or Non-Employee Director warrants an award under this Plan,
and to determine the amount of the award. The Committee has full and exclusive
power to construe and interpret this Plan, to prescribe and rescind rules and
regulations relating to this Plan, and take all actions necessary or advisable
for the Plan's administration. Any such determination made by the Committee will
be final and binding on all persons. A member of the Committee will not be
liable for performing any act or making any determination in good faith.
4. SHARES SUBJECT TO OPTION. Subject to the provisions of Section 13 of
the Plan, the maximum aggregate number of Shares that may be optioned and sold
under the Plan shall be 1,000,000. Such shares may be authorized but unissued,
or may be treasury shares. If an Option shall expire or become unexercisable for
any reason without having been exercised in full, the unpurchased Shares that
were subject to the Option shall, unless the Plan has then terminated, be
available for other Options under the Plan. The maximum number of Shares with
respect to which Options may be granted each calendar year to an employee shall
be 500,000, subject to adjustment in accordance with Section 13 hereof.
5. EMPLOYEE PARTICIPATION.
(a) ELIGIBLE EMPLOYEES. Every Employee, as the Committee in its sole
discretion designates, is eligible to participate in this Plan. The Committee's
award of an Option to an Employee in any year does not require the Committee to
award an Option to that Employee in any other year. Furthermore, the Committee
may award different Options to different participants. The Committee may
consider such factors as it deems pertinent in selecting participants and in
determining the amount of their Option, including, without limitation: (i) the
financial condition of the Company or its Subsidiaries; (ii) expected profits
for the current or future years; (iii) the contributions of prospective
employees to the profitability and success of the Company or its Subsidiaries;
and (iv) the adequacy of the Employee's other compensation. Employees may
include persons to whom stock, stock options, or other benefits previously were
granted under this or another plan of the Company or any Subsidiary, whether or
not the previously granted benefits have been fully exercised.
(b) NO RIGHT OF EMPLOYMENT. An Optionee's right, if any, to continue
to serve the Company and its Subsidiaries as an Employee will not be enlarged or
otherwise affected by his designation as a participant under this Plan, and such
designation will not in any way restrict the right of the Company or any
Subsidiary, as the case may be, to terminate at any time the employment of any
participant.
(c) NON-TRANSFERABILITY. Each Option granted to Employees by its
terms shall not be transferable by the Optionee otherwise than by will or by the
laws of descent and distribution or pursuant to a qualified domestic relations
order as defined by the Code or Title I of ERISA, or the rules thereunder, and
shall be exercised during the lifetime of the Optionee only by him. Except as
set forth herein, no Option granted to Employees or interest therein may be
transferred, assigned, pledged or hypothecated by the Optionee during his
lifetime, whether by
99.2-4
<PAGE>
operation of law or otherwise, or be made subject to execution, attachment or
similar process. The Committee may grant Options that are transferable, without
payment of consideration, to immediate family members of the Employee or to
trusts or partnerships for such family members; the Committee may also amend
outstanding Options to provide for such transferability.
6. NON-EMPLOYEE DIRECTOR PARTICIPATION.
(a) GRANTS OF AWARDS. The Committee shall have full discretion to
grant Options to Non-Employee Directors at such times as it deems appropriate,
to determine the number of shares of Common Stock underlying such Options, and
to determine the other terms and provisions thereof subject to the other terms
of the Plan.
(b) NON-TRANSFERABILITY. Each Option granted to Non-Employee
Directors by its terms shall not be transferable by the Optionee otherwise than
by will or by the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Code or Title I of ERISA, or the
rules thereunder, and shall be exercised during the lifetime of the Optionee
only by him. Except as set forth herein, no Option granted to Non-Employee
Directors or interest therein may be transferred, assigned, pledged or
hypothecated by the Optionee during his lifetime, whether by operation of law or
otherwise, or be made subject to execution, attachment or similar process. The
Committee may grant Options that are transferable, without payment of
consideration, to immediate family members of the Non-Employee Director or to
trusts or partnerships for such family members; the Committee may also amend
outstanding Options to provide for such transferability.
7. OPTION REQUIREMENTS. Each Option granted under this Plan shall
satisfy the following requirements.
(a) WRITTEN OPTION. An Option shall be evidenced by a written
instrument specifying (i) the number of Shares that may be purchased by its
exercise, (ii) the intent of the Committee as to whether the Option is to be an
Incentive Stock Option or a Nonstatutory Option, and (iii) such terms and
conditions consistent with the Plan as the Committee shall determine.
(b) DURATION OF OPTION. Each Option may be exercised only during the
Option Period designated for the Option by the Committee. At the end of the
Option Period the Option shall expire.
(c) OPTION EXERCISABILITY. Unless otherwise provided by the
Committee, each Option shall be exercisable only as to no more than one-fourth
(1/4) oF the total number of shares covered by the Option during each
twelve-month period commencing twelve months after the date the Option is
granted. Notwithstanding the foregoing, an Option is exercisable only if the
issuance of Shares pursuant to the exercise would be in compliance with
applicable securities laws, as contemplated by Section 11 of this Plan. To the
extent an Option is either unexercisable or unexercised, the unexercised portion
shall accumulate until the Option both becomes exercisable and is exercised but
in no case beyond the date that is ten years from the date the Option is
granted.
99.2-5
<PAGE>
(d) ACCELERATION OF VESTING. Subject to the provisions of Section
8(b), the Board may, in its discretion, provide for the exercise of Options
either as to an increased percentage of shares per year or as to all remaining
shares. Such acceleration of vesting may be declared by the Board at any time
before the end of the Option Period, including, if applicable, upon a Change of
Control or after termination of the Optionee's Continuous Service by reason of
death, disability, retirement or termination of employment.
(e) OPTION PRICE. Except as provided in Section 8(a) and 9, the
Option price of each Share subject to the Option shall equal the Fair Market
Value of the Share on the Option's Date of Grant. Notwithstanding the preceding
sentence or any other provision hereof, no Option granted hereunder shall be at
an Option price less than $1.50 per share.
(f) TERMINATION OF SERVICES. If the Optionee ceases Continuous
Service for any reason other than death, disability, or retirement on or after
the age of 65 of the Optionee, all Options held by the Optionee shall lapse
immediately following the last day that the Optionee is employed by the Company,
or the effective date of the termination of his services to the Company. The
Committee may, in its discretion, extend the time during which the Option may be
exercised after termination of services. Any such option shall lapse at the end
of the period established by the Committee for exercise after termination of
services. The Option may be exercised on such termination date, subject to any
adjustment under Section 7(d) and 13.
(g) DEATH. Unless otherwise provided by the Committee, in the case of
death of the Optionee, the beneficiaries designated by the Optionee shall have
one year from the Optionee's demise or to the end of the Option Period,
whichever is earlier, to exercise the Option; provided, however, the Option may
be exercised only for the number of Shares for which it could have been
exercised at the time the Optionee died, subject to any adjustment under Section
7(d) and 13.
(h) RETIREMENT. Unless otherwise provided by the Committee, if the
Optionee retires on or after attaining age 65, the Option shall lapse at the
earlier of the end of the Option Period or three months after the date of
retirement; provided, however, the Option may be exercised only for the number
of Shares for which it could have been exercised on the retirement date, subject
to any adjustment under Section 7(d) and 13.
(i) DISABILITY. In the event of termination of Continuous Service due
to total and permanent disability (within the meaning of Section 422 of the
Code), the Option shall lapse at the earlier of the end of the Option Period or
twelve months after the date of such termination; provided, however, the Option
may be exercised only for the number of Shares for which it could have been
exercised at the time the Optionee became disabled, subject to any adjustment
under Sections 7(d) and 13.
8. INCENTIVE STOCK OPTIONS. Any Options intended to qualify as an
Incentive Stock Option shall satisfy the following requirements in addition to
the other requirements of the Plan:
99.2-6
<PAGE>
(a) TEN PERCENT STOCKHOLDERS. An Option intended to qualify as an
Incentive Stock Option granted to an individual who, on the Date of Grant, owns
stock possessing more than 10% of the total combined voting power of all classes
of stock of either the Company or any Parent or Subsidiary, shall be granted at
a price of 110% of Fair Market Value on the Date of Grant and shall be exercised
only during the five-year period immediately following the Date of Grant. In
calculating stock ownership of any person, the attribution rules of Section
424(d) of the Code will apply. Furthermore, in calculating stock ownership, any
stock that the individual may purchase under outstanding options will not be
considered.
(b) MAXIMUM OPTION GRANTS. For Incentive Stock Options, the aggregate
Fair Market Value, determined on the Date of Grant, of stock in the Company
exercisable for the first time by any Optionee during any calendar year, under
the Plan and all other plans of the Company or its parent or Subsidiaries
(within the meaning of Subsection (d) of Section 422 of the Code) in any
calendar year shall not exceed $100,000; provided, however, that if the vesting
of Options is accelerated pursuant to Section 7(d), there shall be no upper
limit as to the Fair Market Value of stock in the Company exercisable for the
first time by any Optionee during any calendar year.
(c) EXERCISE OF INCENTIVE STOCK OPTIONS. No disposition of the shares
underlying an Incentive Stock Option may be made within two years from the Date
of Grant nor within one year after the exercise of such Incentive Stock Option.
9. NONSTATUTORY OPTIONS. Any Option not intended to qualify as an
Incentive Stock Option shall be a Nonstatutory Option. Nonstatutory Options
shall satisfy each of the requirements of Section 7 of the Plan, except the
Nonstatutory Options may be granted at any price at or above $1.50 per Share.
10. METHOD OF EXERCISE. An Option granted under this Plan shall be
deemed exercised when the person entitled to exercise the Option (i) delivers
written notice to the President of the Company of the decision to exercise, (ii)
concurrently tenders to the Company full payment for the Shares to be purchased
pursuant to the exercise, and (iii) complies with such other reasonable
requirements as the Committee establishes pursuant to paragraph 11 of the Plan.
During the lifetime of the Employee to whom an Option is granted, such Option
may be exercised only by him. Payment for Shares with respect to which an Option
is exercised may be in cash, or by certified check, or wholly or partially in
the form of Common Stock having a Fair Market Value equal to the aggregate
Option price. No Person will have the rights of a stockholder with respect to
Shares subject to an Option granted under this Plan until a certificate or
certificates for the Shares have been delivered to him.
An Option granted under this Plan may be exercised in increments of
not less than 10% of the full number of Shares as to which it can be exercised.
A partial exercise of an Option will not effect the holder's right to exercise
the Option from time to time in accordance with this Plan as to the remaining
Shares subject to the Option.
11. TAXES, COMPLIANCE WITH LAW; APPROVAL OF REGULATORY BODIES. The
Company, if necessary or desirable, may pay or withhold the amount of any tax
attributable to any Shares
99.2-7
<PAGE>
deliverable or amounts payable under this Plan, and the Company may defer making
delivery or payment until it is indemnified to its satisfaction for the tax.
Options are exercisable, and Shares can be delivered and payments made under
this Plan, only in compliance with all applicable federal and state laws and
regulations, including, without limitation, state and federal securities laws,
and the rules of all stock exchanges on which the Company's stock is listed at
any time. An Option is exercisable only if either (i) a registration statement
pertaining to the Shares to be issued upon exercise of the Option has been filed
with and declared effective by the Securities and Exchange Commission and
remains effective on the date of exercise, or (ii) an exemption from the
registration requirements of applicable securities laws is available. This Plan
does not require the Company, however, to file such registration statement or to
assure the availability of such exemptions. Any certificate issued to evidence
Shares issued under the Plan may bear such legends and statements, and shall be
subject to such transfer restrictions, as the Committee deems advisable to
assure compliance with federal and state laws and regulations and with the
requirements of Section 11 of the Plan. Each Option may not be exercised, and
Shares may not be issued under this Plan, until the Company has obtained the
consent or approval or every regulatory body, federal or state, having
jurisdiction over such matters as the Committee deems advisable.
Each person who acquires the right to exercise an Option by bequest
or inheritance may be required by the Committee to furnish reasonable evidence
of ownership of the Option as a condition to his exercise of the Option. In
addition, the Committee may require such consents and release of taxing
authorities as the Committee deems advisable.
12. AMENDMENT. (a) The Committee may without further action by the
stockholders of the Company and without receiving further consideration from the
Plan participants, amend this Plan or condition or modify Options awarded under
this Plan in response to changes in securities or other laws or rules,
regulations or regulatory interpretations thereof applicable to this Plan or to
comply with stock exchange rules or requirements.
(b) The Committee may at any time and from time to time terminate or
modify or amend the Plan in any respect. The termination or any modification or
amendment of the Plan, except as provided in subsection (a), shall not, without
the consent of a Plan participant, affect his or her rights under an Option
previously granted to him or her pursuant to this Plan.
13. ADJUSTMENT UPON CHANGE OF SHARES. If a reorganization, merger,
consolidation, reclassification, recapitalization, combination or exchange of
share, stock split, stock dividend, rights offering, or other expansion or
contraction of the Common Stock of the Company occurs, the number and class of
Shares for which Options are authorized to be granted under this Plan, the
number and class of Shares then subject to Options previously granted under this
Plan, and the price per Share payable upon exercise of each Option outstanding
under this Plan shall be equitably adjusted by the Committee to reflect such
changes. To the extent deemed equitable and appropriate by the Board, subject to
any required action by stockholders, in any merger, consolidation,
reorganization, liquidation or dissolution, any Option granted under the Plan
shall pertain to the securities and other property to which a holder of the
number of Shares of stock covered by the Option would have been entitled to
receive in connection with such event.
99.2-8
<PAGE>
14. LIABILITY OF THE COMPANY. The Company, its parent and any Subsidiary
that is in existence or hereafter comes into existence shall not be liable to
any person for any tax consequences expected but not realized by an Optionee or
other person due to the exercise of an Option.
15. EXPENSES OF PLAN. The Company shall bear the expenses of
administering the Plan.
16. DURATION OF PLAN. Options may be granted under this Plan only within
10 years from the effective date of this Plan.
17. APPLICABLE LAW. The validity, interpretation, and enforcement of this
Plan are governed in all respects by the laws of Delaware and the United States
of America.
18. EFFECTIVE DATE. The effective date of this Plan shall be the date
this Plan is approved by the stockholders of the Company.
19. SECURITIES LAWS. The Plan and the administration of the Plan are
intended to comply with all applicable conditions of Rule 16b-3 or any successor
regulation or statute adopted under the federal securities laws. To the extent
any provision of the Plan or action by the Board or the Committee fails to so
comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Committee.
99.2-9
